Common use of Flagging Clause in Contracts

Flagging. (a) Each Vendor and the Purchaser hereby acknowledge and agree that each Vessel (except for the CMA CGM Château d’If and CMA CGM Alcazar) will be duly registered under the flag of Cyprus on or before the applicable Closing Date, and all costs relating to such flagging shall be borne as follows: (i) solely by the Purchaser with regard to the Ville d’Orion, Ville d’Aquarius and the CMA CGM Jamaica; (ii) split equally between the Vendor and the Purchaser with regard to the CMA CGM Sambhar and CMA CGM America; and (iii) solely by the Vendors with regard to the all other Vessels. (b) Each Vendor and the Purchaser hereby acknowledge and agree that each of the CMA CGM Château d’If and the CMA CGM Alcazar will be duly registered under the flag of Panama on or before the applicable Closing Date, and all costs relating to such flagging shall be borne by the relevant Vendor. In the event that after their respective Closing Dates, either of the CMA CGM Château d’If or the CMA CGM Alcazar is registered under the flag of Cyprus, then all costs relating to such flagging shall be borne by the relevant Vendor. For the avoidance of doubt, in the event that after their respective Closing Dates, either of the CMA CGM Château d’If or CMA CGM Alcazar is registered under the flag of any jurisdiction other than Cyprus, then all costs relating to such flagging shall be borne by the Purchaser. (c) Each Vendor will, or will cause its designated representative to, flag the Vessels as provided for in this Section 3.11. The Purchaser hereby agrees that the Vendor, or its designated representative, will commence the flagging process on or before the applicable Closing Date on behalf of the applicable Vendor and complete the flagging process on or after the applicable Closing Date on behalf of the Purchaser (which, for the avoidance of doubt, shall not affect the allocations of costs set forth above). The Vendors and the Purchaser agree to perform and cause to be done such further acts and things as may be necessary to give full effect to the transactions contemplated in this Section 3.11. (d) In the event that any Vessel (except for the CMA CGM Château d’If and the CMA CGM Alcazar) is not duly registered under the flag of Cyprus as of its applicable Closing Date, then the applicable Vendor shall indemnify and hold harmless the Purchaser against all expenses, liability and losses (including attorney’s fees) actually and reasonably incurred by the Purchaser as a direct result of or directly arising from: (i) any Taxes properly incurred and duly documented (to the reasonable satisfaction of the applicable Vendor) by the Purchaser due to the failure of the Vessel to be duly registered under the Cyprus flag as of its Closing Date or (ii) any changes of crew which are necessary for the due registration of the Vessel under the Cyprus flag.